2019/01/23 Council Agenda Packet

z Master Subscription Services Agreement Commercial Terms of Service This Master Subscription Services Agreement("agreement") is effective as of the date of the last signature below("Effective Date")and is by and between Socrata,Inc.,a wholly owned subsidiary of Tyler Technologies, Inc., located at 255 South King Street, Suite 1100, Seattle, WA 98104 ("Company"), and the City of Everett, Washington located at 2930 Wetmore Avenue, Everett, WA,98201 ("Customer"). 1. PLATFORM service. Company will provide access to and usage of company's commercial off the shelf, cloud-based software service and related services and support as provided under a Company-approved order referencing this Agreement (Service). Setup, implementation, configuration, coaching, or training services in support of the Service (collectively, Implementation Services) may also be provided by Company if specified under an order or statement of work. 2. USE OF SERVICE. a.Customer Owned Data.All data,files, information,content and links uploaded or provided by Customer through the use of the Service remains the property of Customer,as between Company and Customer(Customer Data). Customer grants Company the right to use the Customer Data solely for purposes of performance under by this agreement.During the term of this agreement, Customer may export its Customer Data as allowed by functionality within the Service. b. Access and Usage byUsers and Contractors. Customer mayallow its users andg third-party contractors to access the Service in compliance with the terms of this agreement,which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its users and contractors. c. Public Users. The Service provides Customer with functionality to publish all or part of Customer Data to the general public through one or more public facing websites. Customer is - responsible=for=determining=the=online-terms=of-use=and=license=relative-to-a-publicuserls=(Public —T-z User) use of Customer Data, and the enforcement thereof. Once a user publicly publishes Customer Data using the Service, Company has no control over a Public User's use or misuse of Customer Data. Users have the ability within the Service to remove the public setting applied to Customer Data and revert it back to a private setting. d. Customer Responsibilities. Customer(i) must keep its passwords secure and confidential; (ii) is solely responsible all activity occurring under its account; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account and notify Company promptly of any such unauthorized access; (iv) may use the Service only in accordance with the Service's technical documentation (Documentation); (v) comply with all federal, state and local laws, 2